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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 5 to
SCHEDULE 14D-9
Solicitation/Recommendation Statement Pursuant to Section 14(d)(4)
of the Securities Exchange Act of 1934
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CAREERBUILDER, INC.
(Name of Subject Company)
CAREERBUILDER, INC.
(Name of Person(s) filing Statement)
Common Stock, $.001 par value
(Title of Class of Securities)
141684100
(CUSIP Number of Class of Securities)
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Robert J. McGovern
President and Chief Executive Officer
CareerBuilder, Inc.
10780 Parkridge Blvd., Suite 200
Reston, Virginia 20191
(703) 259-5500
(Name, address and telephone number of person authorized to receive notice and
communications
on behalf of the person(s) filing statement)
With a copy to:
Donald L. Toker, Esq.
Hale and Dorr LLP
1455 Pennsylvania Avenue, N.W.
Washington, DC 20004
(202) 942-8400
[_] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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This Amendment No. 5 to the Solicitation and Recommendation Statement on
Schedule 14D-9 amends and supplements the Solicitation and Recommendation
Statement on Schedule 14D-9 originally filed on July 25, 2000, as amended by
Amendments Nos. 1, 2, 3 and 4 thereto (as amended, the "Schedule 14D-9") by
CareerBuilder, Inc., a Delaware corporation (the "Company"), relating to a
tender offer by CB Acquisition Corp. ("Purchaser"), a Delaware Corporation and a
wholly-owned subsidiary of Career Holdings, Inc., a Delaware corporation
("Career Holdings"), disclosed in a tender offer statement on Schedule TO dated
July 25, 2000 (the "Initial Schedule TO") as previously amended by Amendments
Nos. 1, 2, 3 and 4 thereto and as amended by Amendment No. 5 thereto on August
17, 2000 ("Amendment No. 5" and together with the Initial Schedule TO and each
Amendment thereto from time to time the "Schedule TO"), to purchase all
outstanding shares of common stock of the Company at a price of $8.00 per Share,
net to the seller in cash, without interest, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated July 25, 2000 and as amended
from time to time (the "Offer to Purchase") and the related Letter of
Transmittal. The Company hereby amends and supplements the Schedule 14D-9 by
incorporating by reference the information set forth in Amendment No. 5 amending
and supplementing the Offer to Purchase. Capitalized terms used but not defined
herein shall have the meanings assigned to them in the Schedule 14D-9.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
CareerBuilder, Inc.
By: /s/ James A. Tholen
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Name: James A. Tholen
Title: Senior Vice President and
Chief Financial Officer
Date: August 17, 2000
